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EXHIBIT 10.53
FORM OF PARENT AFFILIATE AGREEMENT
________, 1998
Corsair Communications, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxx Xxx Xxxxxx, CEO
Parent Affiliate Agreement
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Reorganization,
dated as of ________, 1998 (the "Reorganization Agreement"; capitalized terms
used and not otherwise defined herein are used herein as defined in the
Reorganization Agreement), among Corsair Communications, Inc., a corporation
organized under the laws of the State of Delaware ("Parent"), SCI Acquisition
Corporation, a corporation organized under the laws of the State of Delaware
("Merger Sub") and a direct wholly owned subsidiary of Parent, and Subscriber
Computing, Inc., a corporation organized under the laws of the State of Delaware
(the "Company").
Pursuant to the terms of the Reorganization Agreement, at the
Effective Time, outstanding shares of Company Capital Stock will be converted
into and become exchangeable for shares of Parent Common Stock on the basis set
forth in the Reorganization Agreement.
The undersigned has been advised that as of the date hereof he
may be deemed to be an "affiliate" of Parent, as such term is used in and for
purposes of Accounting Series Releases 130 and 135, as amended, and Staff
Accounting Bulletins 65 and 76, of the Commission.
The undersigned understands that the representations, warranties
and covenants set forth herein will be relied upon by Parent, stockholders of
Parent, the Company and other stockholders of the Company and their respective
counsel and accounting firms.
The undersigned hereby represents and warrants to and agrees with
Parent that:
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1. The undersigned has full power and authority to execute
and deliver this letter agreement and to make the representations and
warranties set forth herein and to perform his obligations hereunder;
2. The undersigned has carefully read this letter
agreement and the Reorganization Agreement and, to the extent the
undersigned felt necessary, discussed the requirements of such documents
and other applicable limitations upon his ability to sell, transfer,
pledge or otherwise dispose of Parent Common Stock with his counsel or
counsel for Parent;
3. The undersigned is the beneficial owner of (has sole or
shared voting or investment power with respect to) the shares of Parent
Common Stock and options to purchase Parent Common Stock specified
beneath his name on the signature page hereto (the "Parent Securities").
Except for the Parent Securities, the undersigned does not own
beneficially any shares of Parent Common Stock or any other equity
securities of Parent or any options, warrants or other rights to acquire
any equity securities of Parent;
4. Any other provisions of this letter agreement to the
contrary notwithstanding, during the 30-day period immediately preceding
the Effective Time, the undersigned has not engaged and will not engage,
and after the Effective Time until such time as results covering at
least 30 days of combined operations of the Company and Parent have been
published by Parent, in the form of a quarterly earnings report, an
effective registration statement filed with the Commission, a report to
the Commission on Form 10-K, 10-Q, or 8-K, or any other public filing or
announcement which includes such combined results of operations, the
undersigned will not engage, in any sale, exchange, transfer, pledge,
disposition of or grant of any option, the establishment of any "short"
or put-equivalent position with respect to or the entry into or any
similar transaction intended to reduce the risk of the undersigned's
ownership of or investment in, any of the following:
a. any Parent Securities; or
b. any shares of Parent Common Stock or any other
equity securities of Parent which the undersigned purchases
or otherwise acquires after the execution of this letter
agreement; and
5. As promptly as practicable after the Effective Time,
Parent will publish results covering at least 30 days of combined
operations of the Company and Parent in the form of a quarterly earnings
report, an effective registration statement filed with the Commission, a
report to the Commission on Form 10-K, 10-Q, 8-K, or any other public
filing or announcement which includes such combined results of
operations; provided, however, that Parent will be under no obligation
to publish any such financial information other than with respect to a
fiscal quarter of Parent.
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Execution of this letter agreement should not be considered an
admission on the part of the undersigned that he is an affiliate of Parent as
described above, or as a waiver of any rights the undersigned may have to object
to any claim that he is such an affiliate on or after the date of this letter.
This Parent Affiliate Agreement may be executed in one or more counterparts,
each of which when executed and delivered, shall be deemed to be an original but
all of which taken together shall constitute one and same agreement.
Very truly yours,
______________________________________
[AFFILIATE]
By:___________________________________
Name:____________________________
Title:___________________________
Number of shares of Parent Common Stock beneficially owned: _________________
Number of shares of Parent Common Stock subject to options, warrants or other
rights to acquire Parent Common Stock beneficially owned:____________________
ACCEPTED AND AGREED
as of ________, 1998:
CORSAIR COMMUNICATIONS, INC.
By:_____________________________________________
Name: Xxxx Xxx Xxxxxx
Title: President and Chief Executive Officer
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